DIRECTOR'S REPORT Dear Shareholders, Your Directors are pleased to present the 21st Annual Report and the audited statement of accounts of Company for the year ended March 31, 2015. 2. Review of Performance: During financial year 2014-15, EPS has increased from Rs. 1.32/- per share to Rs. 2.03/- per share and Profit before tax has increased by 21.16% 3. Dividend: In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend. 4. Directors: Mr. Sandeep Gupta retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment. Your Directors recommends the re-appointment of Mr. Sandeep Gupta as director in the ensuing annual general meeting. 5. Depository System: As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories aforesaid. 6. Insurance: The properties of the Company are adequately insured. 7. Fixed Deposits: Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date. 8. Human Resource Management: Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs. 9. Particulars of Employees: No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under. 10. Responsibility Statement: As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having: a) followed in preparation of the annual accounts, the applicable standards with proper explanation relating to material departures, where applicable; b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and c) prepared the annual accounts on a going concern basis. 11. Conservation of energy, technology absorption, foreign exchange earnings and outgo: Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988. 12. Corporate Governance: The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. 13i. Management Discussions and Analysis Report: A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report. 14. Auditors: M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956. Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting. 15. Compliance Certificate: Pursuant to the provisions- of Section 383A of the Companies Act, 1956, a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report. 16. Acknowledgements: Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement. Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company's customers. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us. For and on behalf of the Board of Directors (SATISH GOGIA) Chairman & Managing Director Place: New Delhi Date: 22/05/2015 |